WBD Acquisition Thread

Yeah, I told ya - most of WBD shareholders are investors owned, so not surprised at all.

but their vote means nothing and regulators still have to review the merger, also it can be blocked by the court. That happened with other M&A that where shareholders approved at first place.

It don't stop other companies like Netflix or Amazon from interfere with Ellison.
Given Oracle stock is being utilized as loan collateral for Skydance's WarnerDiscovery pursuit, it's important to note banks are frustrated with how much debt Oracle is borrowing to fund their AI and data center buildout investments:

"Oracle’s $300 billion megadeal with OpenAI is testing the limits of Wall Street’s appetite for debt tied to America’s data-center boom.

Banks including JPMorgan Chase struggled for months to spread the risk of billions of dollars in loans they made to build data centers leased to Oracle in Texas and Wisconsin, people familiar with the matter said. Many financial institutions that would ordinarily buy those loans face restrictions on how much exposure they can have to a single counterparty, and the sheer size of these debt packages pushed them to the limit with Oracle.

As a result, bank balance sheets got clogged, constraining the financing prospects of future projects tied to Oracle and OpenAI.

For example, lenders balked at financing the expansion of a data-center complex in Abilene, Texas, if Oracle were the tenant, according to people familiar with the matter. That led the developer, Crusoe, to lease it to Microsoft instead.

Lenders grew more comfortable with Oracle-related projects after the company said it would raise all the money it needed for 2026 by issuing roughly $50 billion in stock and bonds. Oracle said in a post on X last week that each data center it is developing for OpenAI is moving forward on time.

But even after it raises that amount, Oracle still has additional cash funding needs of $100 billion or more for 2027 and the first half of 2028, according to Morgan Stanley credit analysts. “We’ve pondered how [Oracle’s] considerable funding needs over the next three years may test the depths of different fixed-income markets,” the analysts wrote in February.

Oracle, though, is in a comparatively weaker financial position than big tech rivals. It has a lower investment-grade credit rating, more debt and is burning cash. Much of its future revenue is tied to a money-losing startup that is facing growing competitive pressure. The cost of protecting Oracle’s bonds against a potential default via credit-default swaps roughly quadrupled between late September and late March, though it has fallen slightly since then.

That has made lenders nervous about putting too much money into projects tied to the company, whose shares have declined by over 30% in the past six months."


Not sure if Ellison will have anything to do with both productions, I don't really dive deep into them.
Speaking of that, while Skydance gets a 12% distribution fee from it, ‘Rush Hour 4’'s running into some production hiccups and its budget financing isn't solid, given turmoil from the U.S.'s regional war (which is interesting because Middle East's funding both Ellison's pursuit and this movie):

"‘Rush Hour 4’ now scrambling for September shoot: Speaking of Paramount, when I last checked in on Brett Ratner’s Rush Hour 4, the auteur was understandably beaming after President Trump nudged the Ellisons into giving the film a wide release, which triggered approval from rights-holder Warner Bros. and the independent financing that would make the film possible.

Alas, the planned shoot in China, Africa, and Saudi Arabia this spring or summer has been pushed to September at the earliest, per multiple sources, and it’s unclear if the planned $115 million to $120 million in production financing is solidly lined up.

Producers Arthur Sarkissian and Tarak Ben Ammar still do not have deals with stars Chris Tucker and Jackie Chan (initial offers of $8 million each were rejected, I’m told; both made around $20 million for Rush Hour 3 in 2007, with Tucker making more than Chan). And producers are so far not offering pay-or-play deals, which can be a sign that financing is not locked.

It got me wondering whether the turmoil in the Middle East, where Ben Ammar had raised money, might be endangering Ratner’s big post-Melania comeback, even as Paramount, which would be a passive distributor of Rush Hour 4 and collect a 12 percent distribution fee, says it has secured its $24 billion from funds in the region to buy Warner Discovery. Sarkissian and Ben Ammar both declined to comment."

 
Wasn't really expecting this but some people even protested after the shareholder vote:
 
Wasn't really expecting this but some people even protested after the shareholder vote:

Not that surprising as that DC tribute dinner & Rush Hour 4 greenlight, both coming from Ellison, was all about placating him. He even made promises to editorially realign CNN in any way the admin sees fit.
 
Super! in Italy is shutting down. If the merger gets approved, I'm expecting its content to migrate to, say, K2.
 
As a reminder, the merger is still in the investigation phase by California’s AG Rob Bonta.

Calif. AG Rob Bonta: 'Red Flags Everywhere' on Paramount/WBD Merger - Media Play News

There’s red flags to this merger, and definitely in the criteria to be in violation of the Clayton Antitrust Act of 1914.

The deal as of now has not closed and not complete. We may expect a lawsuit in the coming weeks. Here’s hoping other AGs come together and let this go to trial.
 
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They're not trying to get the actual merger fast-tracked right now. They're only trying to get the non-voting, passive foreign equity financing for their merger approved, it seems.

It still doesn't guarantee that the actual merger with WBD (which is still being inspected by U.S. and global regulators, and could be blocked anyway) will 100.0% go through. Keep in mind that this is still not a done deal!
 

38.5% Middle East ownership, per Variety. Still bad.

However, in that same article...

Paramount has previously said foreign investors backing its WBD takeover will not have board seats or voting shares.

According to Paramount’s filing, the Ellison family [ . . . ] along with RedBird Capital Partners will continue to hold the largest equity stake in Paramount Skydance-Warner Bros. Discovery and will continue to have control over shares with 100% voting power.

They won't have as much control over the company as you might think. The Middle Eastern investors are mainly just glorified stockholders.
 
They won't have as much control over the company as you might think. The Middle Eastern investors are mainly just glorified stockholders.
WBD could always look to go ahead with a proposed spin-off although the value in shares would plummet shareholders would probably still make as much from the deal as they would Paramount.
 
They won't have as much control over the company as you might think. The Middle Eastern investors are mainly just glorified stockholders.
That money Ellison's getting from them is not free. While they might not be board members or have actual voting shares, they can indirectly pressure him and Larry to do whatever they want due to their financial contributions.

Skydance's also asking the FCC to do way more than waving the wealth funds across, though:

"It also asked the regulator to “specifically approve certain foreign investors to indirectly hold equity and/or deem voting interests of greater than 5% in Paramount” and “grant advance approval for the non-controlling prospective foreign investors to increase their indirect equity and/or voting interests up to 20% in Paramount.”

The media giant’s petition specifically asks for approval for foreign investors “in the aggregate to indirectly hold up to 100 percent of its equity and/or voting interests in light of routine fluctuations in publicly held equity interests and to account for potential future investments.”

Other foreign equity owners include “passive limited partner investors” in funds managed by RedBird Capital Partners, who will own approximately 5.2%. The funds managed by RedBird will hold approximately 9% of the equity of Paramount Skydance in total.

The FCC’s notice states that the petition has been accepted for filing upon initial review and that Paramount may be required to submit additional documents or statements. It will also be “referred to relevant Executive Branch agencies for their views on any national security, law enforcement, foreign policy, or trade policy.”

The public can file comments until May 27, with replies due by June 11."


WBD could always look to go ahead with a proposed spin-off although the value in shares would plummet shareholders would probably still make as much from the deal as they would Paramount.
They're acting all arrogant over there, though, to say nothing can unexpectedly go wrong:

"Despite the blowback, the Ellisons are projecting inevitability. In early March, Andy Gordon, Paramount Skydance’s C.O.O. and chief strategy officer, told investors, “There’s no statutory impediments to close in the United States, [and] as an example of our progress, Germany and Slovenia have already given their approval to proceed.” Not quite—the nod came from those countries’ foreign direct-investment authorities and was unrelated to a broader regulatory review.

The E.U. isn’t likely to block the deal but still may not be in a rush to move it along. “The E.U. is not Trump-friendly or Ellison-friendly, but I think those instincts will affect the timing more than the up-or-down decision,” Blair Levin, policy advisor to New Street Research, told me. “The E.U. is still a ‘rule of law’ kind of bureaucracy.” The process “could affect the deal’s economics because it would likely extend beyond the September 30, 2026, deadline, when ticking fees begin accruing for WBD shareholders.”

A Paramount source insists that nothing—literally no power on Earth—can stop this deal. But an antitrust lawyer who’s been connected to another recent high-profile battle told me, “In normal times the fact that the D.O.J. approves a deal is a hurdle for the states. But that’s not true now.”

In fact, the very appearance that the fix looks like it’s in at the federal level could actually be wielded as a weapon against the deal before a state court—though how effectively remains to be seen."

WarnerDiscovery's CFO Gunnar Wiedenfels might be retained by Ellison to slash debt:

"Gunnar Roses

The state A.G.s aren’t the only ones who are unhappy about the WarnerMount deal. According to a WBD source, C.F.O. and green-eyeshade man Gunnar Wiedenfels was so distraught when the Ellisons finally prevailed in their bid for the company that one insider thought he may have shed actual human tears.

After all, the deal doomed David Zaslav’s plan to spin off the cable channels into a new company that Wiedenfels was set to run. Said this person: “He wants to be a C.E.O. He’d been counting on it. He and David Zaslav didn’t necessarily want to become rich, retired men.”

Wiedenfels may get a consolation prize, as many observers expect him to be a key player in the slashing of debt when and if the deal goes through. It doesn’t appear that Paramount Skydance has anyone to match his experience.

Agent-world also thinks it knows who emerges as the monarch of streaming, giving the advantage to HBO’s Casey Bloys over Netflix vet and Ellison hire Cindy Holland. Both have proved brilliant at prestige programming, but Bloys has had a long and successful run, and he’s also made it abundantly clear that he will report to Ellison, period.

He’s also been overseeing HBO Max originals (The Pitt), international programming, acquisitions, and so on. “It would be a crime to take him out,” said one industry observer. “He’s just too good.”"


But if the financial sources behind the pursuit do somehow collapse, I wouldn't even rule out a possibility of Zaslav just folding Discovery+ into HBO Max to bring down the streaming operation costs and continuing to keep whittling down the debt load.

With the $7B combined with the ongoing debt reductions, there's actually enough traction to stay as is and finish HBO Max's international expansion and once that's mostly done, Zaslav & Malone can begin another sale process on their own accords.
 
Some of you noticed that I went quiet because I just lost the enthusiasm with entertainment industries because of M&A.

Of course, I'm hopeless, so just want to share with you.
 
My issue isn't limit to Paramount and WBD, it goes same with Disney, NBCUniversal, Sony and others.

You would be more disappointment with a lot of things.

The streaming created this situation and of course, it is seen as convenient but it did cause more problems with studios.

My post #1,412 isn't about whether Paramount-WBD merger gets approved but concerned about more problems with all studios.

Even if merger didn't go thorough, it is not over and you could see more disappointment news with other studios in near future.
 
My issue isn't limit to Paramount and WBD, it goes same with Disney, NBCUniversal, Sony and others.

You would be more disappointment with a lot of things.

The streaming created this situation and of course, it is seen as convenient but it did cause more problems with studios.

My post #1,412 isn't about whether Paramount-WBD merger gets approved but concerned about more problems with all studios.

Even if merger didn't go thorough, it is not over and you could see more disappointment news with other studios in near future.
I would say had technology not rapidly change and Netflix not existing, streaming wouldn't have been a prevalent concept. Physical home media and cable/satellite pay-TV would still be kings to this day in that scenario.

But it's like from progression of entertainment innovation from cinemas to television, from VHS to DVD to Blu-Ray to digital, etc., the overall disruption will cause these widespread moves for evolving with the changing times and long-term survival does necessitate having scale and modernization.

It's not only with media, every other industry has faced disruption and had to evolve their own businesses to continue existing in the ever-changing landscape.

Brick-and-mortar retailers now have to resort to offering shipping perks and reward membership programs in order to retain customers that might jump directly to online stores instead.

The beef with Ellison is that throughout the 2 pursuits, he never did it fair and square but mostly used his money to intimidate alternate suitors and played fast & loose with those in power to advantage only himself.

Everyone else in the industry did things by the book and followed the rules when it comes to lobbying and other strategies to do deals.

Non-U.S. companies entering the industry makes some sense but foreign ownership is essentially dirty when it's state-backed entities that's in charge like the wealth funds instead of private companies like Sony.

State-backed or state-endorsed companies like Skydance or RedBird have a tendency to bend to whatever demands their state allies, whether it be the U.S. or other foreign governments, ask them to do in exchange for favors and money. That's where the point of no return is.
 
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The lawsuits are beginning.

 
The lawsuits are beginning.

Complaint filed in the Northern District of California. We can expect more lawsuits coming.

Faust v Paramount Skydance Corp.
 
Remind me again, what good will the lawsuits do in stopping this merger?
 

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